Legal Question in Business Law in California

Corporation troubles

Partner and i formed a corparation, now we are having diagrements on how to run the business. My partner wants to just liquadate everything and go our seprate ways, how ever i worked very hard establishing the name and reputation of this busines and would be ashame to have to start over. When we started i trained him all aspects of our business, now that he knows it he has no use for me.

Is there any way to save the corporation we equal share holders. Also we have vechicles and credit accounts we share and lines of credit with vendors. I dont want to liqudate and dissolve the corp. My title is president his is vp doi have any power at all.


Asked on 5/06/05, 3:41 pm

3 Answers from Attorneys

Re: Corporation troubles

Your rights may be contained in the Bylaws. It is possible that something can be worked out.

I would recommend speaking with an attorney to discuss your options. I think an attorney negotiating with your "partner" might have a better chance. Alternatively, filing a lawsuit might get him to change his toon and become more cooperative.

J. Caleb Donner

LEGAL WARRIORS (R)

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Answered on 5/06/05, 3:48 pm
Terry A. Nelson Nelson & Lawless

Re: Corporation troubles

Buy him out. He can't really force you to dissolve the corp. If you can't reach an agreed price, then agree on having it appraised to determine price. You will probably need legal help to avoid problems with the agreements and various required paperwork, and with the appraisal. Contact me if interested in getting that help. I may be able to help you convince him how to value the business without spending a fortune in leagl fees fighting about it.

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Answered on 5/07/05, 3:30 pm
Carl Starrett Law Offices of Carl H. Starrett II

Re: Corporation troubles

I concur with a previous response that advised you to buy the other person out rather than liquidate the company. If you are truly deadlocked, the other shareholder could file a lawsuit to involuntarily liquidate the company under California Corporations Code Section 1800. A negotiated settlement is almost always better than litigation.

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Answered on 7/06/05, 9:26 pm


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